Form N2 (United States Securities And Exchange Commission) Page 40
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413. If the securities being registered are to be offered to existing shareholders pursuant to warrants or rights, and any securities not taken
by shareholders are to be reoffered to the public, an undertaking to supplement the prospectus, after the expiration of the subscription
period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the amount of
unsubscribed securities to be purchased by underwriters, and the terms of any subsequent reoffering thereof. If any public offering by
the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the
prospectus, the Registrant shall undertake to file a post-effective amendment to set forth the terms of such offering.
4. If the securities are being registered in reliance on Rule 415 under the 1933 Act [17 CFR 230.415], an undertaking:
a. to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the 1933 Act [15 U.S.C. 77j(a)(3)];
(2) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(3) to include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
b. that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be
deemed to be the initial bona fide offering thereof;
c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering;
d. that, for the purpose o f determining liability under the 1933 Act to a ny purchaser, i f the Registrant i s subject t o Rule
430C [17 CFR 230.430C]: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act [17 CFR
230.497(b), (c), (d) or (e)] as part of a registration statement relating to an offering, other than prospectuses filed in reliance on
Rule 430A under the 1933 Act [17 CFR 230.430A], shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such date of first use.
e. that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of
securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant
to Rule 497 under the 1933 Act [17 CFR 230.497];
(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act [17 CFR 230.482] relating to the offering
containing material information about the undersigned Registrant or its securities provided by or on behalf of the
undersigned Registrant; and
(3) any other communication that is an offer in the o ffering made by the undersigned Registrant to the purchaser.
5. If the Registrant is filing a registration statement permitted by Rule 430A under the Securities Act of 1933 [17 CFR 230.430A], an
undertaking that:
a. for the purpose of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant
under Rule 497(h) under the 1933 Act [17 CFR 230.497(h)] shall be deemed to be part of this registration statement as of the
time it was declared effective; and
b. for the purpose of determining any liability under the 1933 Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering thereof.
6. An undertaking to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional Information.
37
SEC 1716 (4/15)
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